Crucial 2012 Annual Report Download - page 208

A-11
14.4. LIMITS ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may
be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be
subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. No
unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent
and distribution or, except in the case of an Incentive Stock Option, pursuant to a domestic relations order that would satisfy
Section 414(p)(1)(A) of the Code if such Section applied to an Award under the Plan; provided, however, that the Committee
may (but need not) permit other transfers where the Committee concludes that such transferability (i) does not result in
accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code
Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including
without limitation, state or federal tax or securities laws applicable to transferable Awards.
14.5. BENEFICIARIES. Notwithstanding Section 14.4, a Participant may, in the manner determined by the
Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal representative, or other person claiming any rights
under the Plan is subject to all terms and conditions of the Plan and any Award Certificate applicable to the Participant,
except to the extent the Plan and Award Certificate otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or survives the Participant, payment shall be made to the
Participant's estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any
time provided the change or revocation is filed with the Committee.
14.6. STOCK TRADING RESTRICTIONS. All Stock issuable under the Plan is subject to any stop-transfer
orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws,
rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is
listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent
to reference restrictions applicable to the Stock.
14.7. ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise provided in the Award
Certificate or any special Plan document governing an Award, upon the occurrence of a Change in Control, all outstanding
Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully exercisable, and all time-
based vesting restrictions on outstanding Awards shall lapse. Except as otherwise provided in the Award Certificate or any
special Plan document governing an Award, upon the occurrence of a Change in Control, the target payout opportunities
attainable under all outstanding Awards shall be deemed to have been fully earned as of the effective date
of the Change in Control based upon an assumed achievement of all relevant performance goals at the “target” level and there
shall be prorata payout to Participants within thirty (30) days following the effective date of the Change in Control (or any
later date required by Section 17.3 of the Plan) based upon the length of time within the performance period that has elapsed
prior to the Change in Control.
14.8. ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Certificate
or any special Plan document governing an Award, upon the Participant's death or Disability during his or her Continuous
Status as a Participant, (i) all of such Participant's outstanding Options, SARs, and other Awards in the nature of rights that
may be exercised shall become fully exercisable, (ii) all time-based vesting restrictions on the Participant's outstanding
Awards shall lapse, and (iii) the target payout opportunities attainable under all of such Participant's outstanding
performance-based Awards shall be deemed to have been fully earned as of the date of termination based upon an assumed
achievement of all relevant performance goals at the “target” level and there shall be a payout to the Participant or his or her
estate within thirty (30) days following the date of termination (or any later date required by Section 17.3 of the Plan). Any
Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Awards Certificate. To
the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d),
the excess Options shall be deemed to be Nonstatutory Stock Options.
14.9. ACCELERATION FOR ANY OTHER REASON. Regardless of whether an event has occurred as described
in Section 14.7 or 14.8 above, and subject to Section 14.11 as to Qualified Awards, the Committee may
in its sole discretion at any time determine that all or a portion of a Participant's Options, SARs, and other Awards in the
nature of rights that may be exercised shall become fully or partially exercisable, that all or a part of the time-based vesting
restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any criteria with respect
to any Awards shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its
sole discretion, declare; provided, however, the Committee shall not exercise such discretion with respect to Full Value
Awards comprised of Shares of Restricted Stock or Restricted Stock Units which, in the aggregate, exceed five percent (5%)
of the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan; provided,
further, that when calculating whether the five percent (5%) maximum has been reached, the Committee shall not count or